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- Malta - Asset Trading & Holding Tax Efficient Structuring - an overview - 1 Presentation provided for general informational purposes only; to provide a general overview of the pertinent aspects of Malta tax law as it relates to corporate, commercial and trusts arrangements. For specific advice relating to your circumstances, please contact us directly – we will be happy to assist. (c) Acumum Services Group |

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Remittance Basis of Taxation A Malta incorporated company is considered ordinarily resident and domiciled in Malta & Companies which are ordinarily resident and domiciled in Malta are subject to tax on their world-wide income. A company which is not incorporated in Malta but is managed and controlled in Malta is taxed on a remittance basis on its foreign sourced income. Companies taxed on a remittance basis are taxed on: Income and capital gains deemed to arise in Malta Income deemed arise outside Malta and remitted to Malta What income is NOT subject to tax? Companies subject to the remittance basis are not taxed on: Income arising outside of Malta which is not remitted to Malta Capital gains arising outside of Malta Companies which are not incorporated in Malta are considered to be resident in Malta when their management and control is shifted to Malta. (c) Acumum | | 8

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Remittance Con’d - Options- (c) Acumum | | 9 All Foreign Income Remitted to Malta Access to Malta tax refund system Access to Treaty network Use of Participation Exemption Does not trigger tax at point of transfer Access to EU directives if resident in other EU state No Foreign Income Remitted to Malta No tax levied in Malta Income can be remitted elsewhere i.e. offshore bank account Significant tax benefits can occur Part Foreign Income Remitted to Malta Malta tax levied on portion remitted to Malta Access to Malta refund system, treaty network on Malta remitted income Note: that whilst most treaties that Malta has entered into agree that residence is dependent upon the place where effective control and management is exercised, a few treaties have specifically limited benefits arising under Malta’s remittance system

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What is Effective Management & Control Place where key management & commercial decisions are made Evidence of following can be used to prove:  Directors are resident in Malta  Head office is located in Malta  Minutes of the board meeting show that most important decisions were taken in Malta  Management decisions were taken in Malta  Company operates a Maltese bank account  Financial Statements are audited by a Maltese auditor  Operating an office / having employees in Malta Acumum can assist and provide you with the above services Note: none of the above factors are conclusive proof (c) Acumum Services Group | 5

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Participation Exemption – 0% Tax Ability not to declare income or gains obtained from a participating holding Applies to income & gains of company from material foreign shareholding Company be: Or satisfy that the: * Foreign shareholdings = min 10% holdings or value of €1.164m (c) Acumum Services Group | resident or incorporated in EU - not receive 50% or more of income from passive interest or royalties - subject to foreign tax of 15% or more - holding in foreign company not be a portfolio investment - foreign company or its passive interest or royalties are subject to foreign tax of 5% or more

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Malta Participation Exemption - Example ForeignCo Other Entity* Malta HoldCo Other Entity* 13 *Subject to Maltese fiscal discretion – if interest is substantially similar to ‘equity shares’ (c) Acumum Services Group | Ltd P’ship Interest in company or limited partnership must consist of ‘equity shares’ ‘Equity shares’ = shares or partnership interest that entitle holder to 2 of (i) votes, (ii) dividends, or (iii) assets on winding up. Equity shareholding must meet any one of: (a) Be at least 10% of equity shares Minimum value on acquisition of €1.164m & be held for at least 183 days; or (b) Right to appoint director of board; or (c) Right of first – refusal on all other equity shares.

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Malta Resident; Non – Domiciled Companies Example Foreign shareholder Foreign incorporated – Malta resident Co. Foreign group company *Non taxable income includes income from leasing and operation of aircraft in international traffic # If not received in Malta (c) Acumum Services Group | 16  ForeignCo managed & controlled (resident) in Malta not taxable on foreign source income* unless received in Malta  No tax on foreign source capital gains – even if remitted to Malta  Can achieve 0% tax on foreign income#  Applicable to trust income  Requires foreign company to be incorporated in country where tax is not charged on companies not controlled or managed there

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Malta Trusts & Foundations (MT) Malta tax law utilises look through – transparent - provisions Possible to achieve 0% taxation in Malta or elect to be treated as corporation & benefit from 6/7 tax refund system Example: Income attributable to MT = income arising outside of Malta and/or income referred to in art12(1)(c) ITA* from Malta companies AND all beneficiaries non –Malta residents Then: Income earned by MT not attributable to MT but is deemed as derived directly by beneficiaries outside of Malta – transparency principal.~ Therefore, if no connecting factors in respect of source of income and residency of beneficiaries = no tax leakage in Malta Also possible for MT to elect corporate tax treatment *Income arising from interest, royalties, taxed dividends ~ Subject to certain conditions i.e. that the trustee is resident in Malta (c) Acumum Services Group | 18

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Key aspects of Malta Trust Law  Based on UK – Jersey – legislation  For private individual use or as a commercial application  Allows the holding of any property for any person irrespective of nationality or residence  The laws of any jurisdiction other than Malta may govern the trust  Foundations – low minimum capital requirements of €165  Trustees are highly regulated by the Malta Financial Services Authority (‘MFSA), where they must undergo and meet ‘fit and proper’ investigations – unlike some other jurisdictions (c) Acumum Services Group | 19

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Patent & Artistic Royalty Exemptions - 0% Tax  Malta has introduced a complete tax exemption for royalties arising from patents and artistic copyright.  No Malta withholding tax upon payment of dividend, interest or royalties by IPCo to non resident recipient * Interest & Royalties Directive (I +R). The I+R Directive is designed to eliminate withholding tax obstacles in the area of cross-border interest and royalty payments within a group of companies by abolishing: (i) withholding taxes on royalty payments arising in a Member State, and (ii) withholding taxes on interest payments arising in a Member State - such interest and royalty payments shall be exempt from any taxes in that State provided that the beneficial owner of the payment is a company or permanent establishment in another Member State. (c) Acumum Services Group | ForeignCo Malta IPCo Foreign OpCo Royalties on patents and artistic copyright No withholding in foreign country if OPCo is in EU* or treaty country with applicable royalty article Exemption on royalties in Malta No withholding on distribution / payment to non- resident 20

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Maritime – Additional Key Benefits  Exemptions from Malta income tax on income from shipping activities of Malta vessels over 1,000 tons  Exemptions from duty on documents on the sale or transfer of a Malta vessel of over 1,000 tons  Exemption from income tax, donation and succession duty on Malta vessels under 1,000 ton.  Yachts may be registered under the Malta Flag by corporations irrespective of nationality, or by EU citizens  No nationality restrictions for master, officers and crew  No trading restrictions on Malta vessels  Vessels under construction may be registered  Attractive incentives to owners, registered charterers and financiers of Maltese ships  No restrictions on the sale or mortgaging of Maltese registered yachts and super yachts (c) Acumum Services Group | 27

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Acumum’s Managing Partner Geraldine Noel, Barrister; B.A(Hons)(Oxon), Pg Dip, LLM (Fordham) Managing Partner; Leading Lawyer Acumum’s services and operations are overseen by its Managing Partner, Geraldine Noel, a UK barrister, registered in Malta. Geraldine a native of England, a US permanent resident & CARICOM rights holder, has substantial international experience, having worked in the US, Switzerland and the Cayman Islands over a 20 year career, providing legal, tax and corporate services to multi-national financial, insurance and technology corporations. Geraldine began her legal career way back in 1990, managing Barristers’ Chambers in the UK – multi – million £ law firms; she understands the administrative and organisational requirements of managing multiple clients, attorneys and other service professionals. It is Geraldine’s vision that the Acumum Services Group be a provider of excellence, providing relevant and business focused services to its clients. Memberships  Bar Council of England & Wales since 2002  American Bar Association, Associate Member since 2001  Chamber of Advocates, Malta  Chartered Institute of Taxation  International Bar Association  Society of Trust and Estate Practitioners Direct E: Direct T: extn 1 | LinkedIn: mt.linkedin.com/in/noelgeraldinemt.linkedin.com/in/noelgeraldine 32